Common use of Governing Law; Venue; Service of Process Clause in Contracts

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATE.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE NORTH CAROLINA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DURHAM COUNTY, NORTH CAROLINA, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IS PERFORMABLE FOR ALL PURPOSES IN DURHAM COUNTY, NORTH CAROLINA. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE AGENT ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DURHAM COUNTY, NORTH CAROLINA. EMPLOYEE HEREBY IRREVOCABLY AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF COURT, AND (C) FURTHER WAIVES ANY LOAN DOCUMENT CLAIM THAT IT MAY NOW OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF HEREAFTER HAVE THAT ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATE.COURT IS AN INCONVENIENT

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.01. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED PROCEEDING BY THE LAWS OF SUCH STATEBORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE STATES OF CALIFORNIA OR NEW YORK OR OF THE UNITED STATES FOR SUCH STATESTATES, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERPARENT AND THE BANK EACH AGREE TO ACCEPT JOINDER IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY COURT OR JURISDICTION AGAINST THE AGENT OTHER PARTY BY ANY BENEFICIARY OF A LETTER OF CREDIT OR BY ANY ADVISING, CONFIRMING, NEGOTIATING, PAYING OR OTHER BANK, OR BY ANY OTHER PERSON OR ENTITY, WITH RESPECT TO ANY LETTER OF CREDIT OR ANY DRAWING UNDER A LETTER OF CREDIT IF THE DEFENDANT IN SUCH SUIT, ACTION OR PROCEEDING MAKES A REASONABLE DETERMINATION THAT SUCH JOINDER IS NECESSARY FOR THE JUST RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING. THE PARENT AND THE BANK EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF ANY SUCH STATE.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN SECTION 11.11 HEREOF.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK WITHOUT REGARD TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAWCONFLICT-OF-LAWS PROVISIONS THEREOF. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS EACH OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTSANY STATE COURT SITTING IN THE CITY OF NEW YORK AND OF ANY FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. EACH OF THE BORROWER, THE AGENT AND EACH LENDER PARTIES IRREVOCABLY WAIVES ANY OBJECTION(I) TRIAL BY JURY, INCLUDING (II) TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING LAYING OF VENUE IN ANY ACTION SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND (III) ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES AND MAY BE ENFORCED BY SUIT UPON SUCH JUDGMENT IN ANY OTHER COURT TO WHOSE JURISDICTION IN RESPECT A PARTY IS OR MAY BE SUBJECT. (c) EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, PARTIES HERETO HEREBY CONSENTS TO THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND ALL PROCESS WHICH MAY BE MADE SERVED IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT BY MEANS OF PERSONAL DELIVERY OR COURIER SERVICE, ADDRESSED TO ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 14 ABOVE AND TO THE ATTENTION OF ANY SECRETARY, ASSISTANT SECRETARY, OR OTHER OFFICER, DIRECTOR, MANAGING AGENT, OR GENERAL AGENT OF SUCH PARTY, AND EACH OF THE PARTIES HERETO XXXXXX XXXXXX, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE UNDER THE LAW OF THE NEW YORK, ANY OTHER MEANS PERMITTED BY STATE OF THE LAWS UNITED STATES, OR ANY OTHER JURISDICTION TO SERVICE OF PROCESS IN SUCH STATEMANNER.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE STATES OF CALIFORNIA OR NEW YORK OR OF THE UNITED STATES FOR SUCH STATESTATES, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER AND THE BORROWER, THE AGENT AND BANK EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER AND THE BORROWER, THE AGENT AND BANK EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH BORROWER AND THE BORROWERBANK EACH AGREE TO ACCEPT JOINDER IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY COURT OR JURISDICTION AGAINST THE AGENT OTHER PARTY BY ANY BENEFICIARY OF A LETTER OF CREDIT OR BY ANY ADVISING, CONFIRMING, NEGOTIATING, PAYING OR OTHER BANK, OR BY ANY OTHER PERSON OR ENTITY. WITH RESPECT TO ANY LETTER OF CREDIT OR ANY DRAWING UNDER A LETTER OF CREDIT IF THE DEFENDANT IN SUCH SUIT, ACTION OR PROCEEDING MAKES A REASONABLE DETERMINATION THAT SUCH JOINDER IS NECESSARY FOR THE JUST RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING. EACH BORROWER AND THE BANK EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF ANY SUCH STATE.

Governing Law; Venue; Service of Process. (a) UNLESS OTHERWISE EXPRESSLY INDICATED, THIS AGREEMENT AND ALL DOCUMENTS REQUIRED HEREUNDER SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE LOUISIANA, EXCLUDING SUCH LAWS THAT DIRECT THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. SELLER AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO AGREEMENTS MADE THE EXCLUSIVE JURISDICTION OF DIVISION D OF THE 24th JUDICIAL DISTRICT, PARISH OF JEFFERSON, STATE OF LOUISIANA AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) LOUISIANA COURT OF APPEAL FOR THE FIFTH CIRCUIT, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT ARISING OUT OF OR RELATING TO THIS AGREEMENT AND SELLER IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE BROUGHT, HEARD AND DETERMINED IN SUCH LOUISIANA STATE, OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS MANNER PROVIDED BY LAW. EACH OF THE STATE PARTIES HERETO AGREES THAT SERVICE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING NOTICE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DEEMED IN SUCH JURISDICTION EVERY RESPECT EFFECTIVE SERVICE OF PROCESS IF MADE PURSUANT TO SECTION 12.11 OF THIS AGREEMENT. NOTHING IN RESPECT THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MEANS MANNER PERMITTED BY THE LAWS OF SUCH STATELAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN EXECUTED IN XXXXXXXXX XXXXXX.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK WITHOUT GIVING EFFECT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN NEW YORK, NEW YORK. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF COURT, AND (C) FURTHER WAIVES ANY LOAN DOCUMENT CLAIM THAT IT MAY NOW OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF HEREAFTER HAVE THAT ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATECOURT IS AN INCONVENIENT FORUM.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE NORTH CAROLINA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DURHAM COUNTY, NORTH CAROLINA, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IS PERFORMABLE FOR ALL PURPOSES IN DURHAM COUNTY, NORTH CAROLINA. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE AGENT ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DURHAM COUNTY, NORTH CAROLINA. EMPLOYEE HEREBY IRREVOCABLY AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF SUCH STATETHIS AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.01. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED PROCEEDING BY THE LAWS OF SUCH STATEBORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE STATES OF CALIFORNIA OR NEW YORK OR OF THE UNITED STATES FOR SUCH STATESTATES, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF ANY SUCH STATE.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF SUCH STATETHIS AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN XXXXXX COUNTY, TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN XXXXXX COUNTY, TEXAS. SUBJECT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) SECTION 11.19, ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN XXXXXX COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.11. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE AGENT OR THE LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR, SUBJECT TO SECTION 11.19, SHALL LIMIT THE RIGHT OF SUCH PERSONS TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OTHER JURISDICTIONS. SUBJECT TO SECTION 11.19, ANY ACTION OR PROCEEDING BY THE BORROWER AGAINST ANY OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONSOR THE LENDERS SHALL BE BROUGHT ONLY IN A COURT LOCATED IN XXXXXX COUNTY, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE TENNESSEE. THIS AGREEMENT HAS BEEN ENTERED INTO IN BEDFORD COUNTY, TENNESSEE, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IS PERFORMABLE FOR ALL PURPOSES IN BEDFORD COUNTY, TENNESSEE. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE AGENT ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN BEDFORD COUNTY, TENNESSEE. EMPLOYEE HEREBY IRREVOCABLY AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF SUCH STATETHIS AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LAWS OF THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) UNITED STATES OF AMERICA. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY TEXAS STATE COURT LOCATED IN DALLAS OR FEDERAL COURT IN THE COURTS NORTHERN DISTRICT OF TEXAS. THE STATE BORROWER IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 15.13 OF ------------- THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY LOAN DOCUMENT PARTY AGAINST THE ADMINISTRATIVE AGENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BYTHE LOAN PAPERS ARE BEING EXECUTED AND DELIVERED, AND CONSTRUED ARE INTENDED TO BE PERFORMED, IN ACCORDANCE WITHTHE STATE OF TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE STATE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF CALIFORNIA APPLICABLE THE LOAN PAPERS, EXCEPT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAWEXTENT OTHERWISE SPECIFIED IN ANY OF THE LOAN PAPERS. (b) CHAPTER 346 OF THE TEXAS FINANCE CODE SHALL NOT APPLY TO THE REVOLVING CREDIT LOANS. (c) ANY LEGAL ACTION OR PROCEEDING AGAINST ANY COMPANY UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT PAPERS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. EACH COMPANY HEREBY IRREVOCABLY (I) SUBMITS TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (II) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH COMPANY AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.13. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN PAPERS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE ISSUING BANK OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL . LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL BANK, THE ISSUING BANK OR ANY BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. PROCEEDING BY ANY COMPANY AGAINST THE BORROWERADMINISTRATIVE AGENT, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF COLLATERAL AGENT, THE ISSUING BANK, OR ANY SUMMONSBANK SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14.11. ------------- NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE AGENT OR ANY BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. PROCEEDING BY THE BORROWER, BORROWER AGAINST THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF OR ANY SUMMONSBANK SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN BEXAR COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN BEXAR COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE AGENT IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN BEXAR COUNTY, TEXAS. GUARANTOR HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN THE CREDIT AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE COMMONWEALTH OF CALIFORNIA MASSACHUSETTS AND THE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LAWS OF THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) U.S. ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY MASSACHUSETTS STATE COURT OR FEDERAL COURT IN THE COURTS DISTRICT OF MASSACHUSETTS. BORROWER IRREVOCABLY (A) SUBMITS TO THE STATE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 15.13 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY ------------- OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY LOAN DOCUMENT PARTY AGAINST ANY OF THE AGENTS OR OTHER DOCUMENT RELATED THERETO. THE BORROWERANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE STATES OF CALIFORNIA OR NEW YORK OR OF THE UNITED STATES FOR SUCH STATESTATES, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, PARENT AND THE AGENT AND BANK EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERPARENT AND THE BANK EACH AGREE TO ACCEPT JOINDER IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY COURT OR JURISDICTION AGAINST THE AGENT OTHER PARTY BY ANY BENEFICIARY OF A LETTER OF CREDIT OR BY ANY ADVISING, CONFIRMING, NEGOTIATING, PAYING OR OTHER BANK, OR BY ANY OTHER PERSON OR ENTITY, WITH RESPECT TO ANY LETTER OF CREDIT OR ANY DRAWING UNDER A LETTER OF CREDIT IF THE DEFENDANT IN SUCH SUIT, ACTION OR PROCEEDING MAKES A REASONABLE DETERMINATION THAT SUCH JOINDER IS NECESSARY FOR THE JUST RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING. THE PARENT AND THE BANK EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF ANY SUCH STATE.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT NOTE SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES REFERENCED IN SECTION 7.2 OF SUCH STATETHE CREDIT AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN HARRIS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN XXXXXX COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNXXX XX IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN HARRIS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO TXX XXXEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14.11. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF ANY AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF THEIR RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED PROCEEDING BY THE LAWS OF SUCH STATEBORROWER AGAINST ANY AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN HARRIS COUNTY, TEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BYTHE LOAN PAPERS ARE BEING EXECUTED AND DELIVERED, AND CONSTRUED ARE INTENDED TO BE PERFORMED, IN ACCORDANCE WITHTHE STATE OF TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE STATE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF CALIFORNIA APPLICABLE THE LOAN PAPERS, EXCEPT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAWEXTENT OTHERWISE SPECIFIED IN ANY OF THE LOAN PAPERS. (b) CHAPTER 346 OF THE TEXAS FINANCE CODE SHALL NOT APPLY TO THE REVOLVING CREDIT LOANS. (c) ANY LEGAL ACTION OR PROCEEDING AGAINST ANY COMPANY UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT PAPERS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. EACH COMPANY HEREBY IRREVOCABLY (I) SUBMITS TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (II) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH COMPANY AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.13. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN PAPERS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE ISSUING BANK OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE COLLATERAL BANK, THE ISSUING BANK OR ANY BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. PROCEEDING BY ANY COMPANY AGAINST THE BORROWERADMINISTRATIVE AGENT, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF COLLATERAL AGENT, THE ISSUING BANK, OR ANY SUMMONSBANK SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA NEW YORK AND THE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LAWS OF THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) U.S. ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY NEW YORK STATE COURT OR FEDERAL COURT IN THE COURTS DISTRICT OF NEW YORK. BORROWER IRREVOCABLY (a) SUBMITS TO THE STATE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (b) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION ------- 15.13 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT ----- SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY LOAN DOCUMENT PARTY AGAINST ANY AGENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN XXXXXX COUNTY, TEXAS, AND TO SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN XXXXXX COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST DEBTORS UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN XXXXXX COUNTY, TEXAS. DEBTORS HEREBY IRREVOCABLY (A) SUBMIT TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING (B) WAIVE ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT DEBTORS MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. DEBTORS AGREE THAT SERVICE OF PROCESS UPON THEM MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THEIR ADDRESSES SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.04 OF ------------ THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF SECURED PARTY TO SERVE PROCESS IN ANY Security Agreement (First) OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST DEBTORS OR WITH RESPECT TO ANY OF THEIR PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWERPROCEEDING BY DEBTORS AGAINST SECURED PARTY SHALL BE BROUGHT ONLY IN A COURT LOCATED IN XXXXXX COUNTY, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN XXXXXX COUNTY, TEXAS, AND TO SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN XXXXXX COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST DEBTORS UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN XXXXXX COUNTY, TEXAS. DEBTORS HEREBY IRREVOCABLY (A) SUBMIT TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING (B) WAIVE ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. DEBTORS AGREE THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.04 OF THIS AGREEMENT. ------------ NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF SECURED PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SECURED PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST DEBTORS OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWERPROCEEDING BY DEBTORS AGAINST SECURED PARTY SHALL BE BROUGHT ONLY IN A COURT LOCATED IN XXXXXX COUNTY, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK, EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, WITHOUT REFERENCE TO AGREEMENTS MADE ITS CONFLICT OF LAW PROVISIONS, AND TO THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE PERFORMED ENTIRELY WITHIN DETERMINED IN ACCORDANCE WITH SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) LAWS. ANY LEGAL ACTION OR PROCEEDING AGAINST DEBTOR UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY AND SECURITY AGREEMENT – PAGE 16 REDPOINT CAPITAL ASSET FUNDING, LLC – EFR 2016-2, LLC SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT WITHIN THE COURTS CITY OF NEW YORK AND BOROUGH OF MANHATTAN (THE STATE “VENUE SITE”). DEBTOR HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF COURT OR THAT ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETOSUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL DEBTOR AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS IN THIS AGREEMENT. NOTHING IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MEANS MANNER PERMITTED BY THE LAWS OF SUCH STATELAW.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LAWS OF THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) U.S. ANY LEGAL ACTION OR PROCEEDING AGAINST PARENT OR BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY TEXAS STATE COURT LOCATED IN DALLAS COUNTY, TEXAS OR FEDERAL COURT IN THE COURTS NORTHERN DISTRICT OF TEXAS. EACH OF PARENT AND BORROWER IRREVOCABLY (a) SUBMITS TO THE STATE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (b) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT 103 SUCH COURT IS AN INCONVENIENT FORUM. EACH OF PARENT AND BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 16.13. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST PARENT OR BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY LOAN DOCUMENT PARTY AGAINST ANY OF AGENT, ARRANGER, OR OTHER DOCUMENT RELATED THERETO. THE BORROWERANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BYThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, AND CONSTRUED without giving effect to the principles of conflicts of law thereof. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE DELAWARE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IRREVOCABLY AGREES THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION ACTIONS OR PROCEEDING WITH RESPECT PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT LITIGATED ONLY IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND COURTS. EACH LENDER CONSENTS, PARTY HERETO ACCEPTS FOR ITSELF AND IN RESPECT OF CONNECTION WITH ITS PROPERTYRESPECTIVE PROPERTIES, TO GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT SUCH COURTS AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS DEFENSE OF FORUM NON CONVENIENS, WHICH IT MAY NOW AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR HEREAFTER HAVE THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE BRINGING SERVICE OF PROCESS OUT OF ANY OF SUCH COURT IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH JURISDICTION SERVICE TO BECOME EFFECTIVE FIFTEEN (15) CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN RESPECT ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERSUCH LEGAL PROCESS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY NOTICES AND DOCUMENTS IN ANY OTHER MEANS MANNER PERMITTED BY THE LAWS OF SUCH STATEAPPLICABLE LAW.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERCOURT, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATE.AND

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE CONNECTICUT. THIS AGREEMENT HAS BEEN ENTERED INTO IN LITCHFIELD COUNTY, CONNECTICUT, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IS PERFORMABLE FOR ALL PURPOSES IN LITCHFIELD COUNTY, CONNECTICUT. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE AGENT ACTIONS OF THE BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN LITCHFIELD COUNTY, CONNECTICUT. EMPLOYEE HEREBY IRREVOCABLY AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF SUCH STATETHIS AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE NEW JERSEY. THIS AGREEMENT HAS BEEN ENTERED INTO IN BERGEN COUNTY, NEW JERSEY, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IS PERFORMABLE FOR ALL PURPOSES IN BERGEN COUNTY, NEW JERSEY. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE AGENT ACTIONS OF THE EMPLOYER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN BERGEN COUNTY, NEW JERSEY FOR A STATE COURT ACTION OR NEWARK NEW JERSEY FOR A FEDERAL COURT ACTION. EXECUTIVE HEREBY IRREVOCABLY AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES CONTAINED IN THE SIGNATURE PAGE OF SUCH STATETHIS AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK WITHOUT GIVING EFFECT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT 56 Credit and Security Agreement / (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN NEW YORK, NEW YORK. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF COURT, AND (C) FURTHER WAIVES ANY LOAN DOCUMENT CLAIM THAT IT MAY NOW OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF HEREAFTER HAVE THAT ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATECOURT IS AN INCONVENIENT FORUM.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER BANK SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN TRANSACTION DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERPARENT, THE AGENT AGENT, AND EACH LENDER BANK CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWERPARENT, THE AGENT AGENT, AND EACH LENDER BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN TRANSACTION DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERPARENT, THE AGENT AGENT, AND EACH LENDER BANK WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATE.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENTLOAN DOCUMENTS, THE BORROWERTRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF ADMINISTRATIVE AGENT AND EACH LENDER CONSENTSIN THE NEGOTIATION, FOR ITSELF ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. GUARANTOR HEREBY IRREVOCABLY AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES REFERENCED IN SECTION 12.11 OF SUCH STATETHE CREDIT AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT AND ANY CONTROVERSY, DISPUTE, CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY BREACH THEREOF, THE TRANSACTIONS CONTEMPLATED THEREBY, OR ANY OTHER DISPUTE BETWEEN OR AMONG LENDER AND ANY OF THE OBLIGATED PARTIES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. . IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION DETERMINES THAT TEXAS LAW SHOULD NOT APPLY TO THE PROVISIONS OF THE LOAN DOCUMENTS PERTAINING TO THE CREATION, PERFECTION, ENFORCEMENT, OR VALIDITY OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE APPLICABLE LOAN DOCUMENTS, THEN SUCH PROVISIONS (bBUT ONLY THOSE PROVISIONS) ANY LEGAL ACTION OR PROCEEDING SHALL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS LAWS OF THE STATE WHERE THE APPLICABLE COLLATERAL IS LOCATED. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LAWSUIT, ACTION, OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF CALIFORNIA OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTS, CONDUCT, OR OMISSIONS OF LENDER OR ANY OF ITS AGENTS, SUCCESSORS OR ASSIGNS OR OF ANY OF THE UNITED STATES FOR SUCH STATEOBLIGATED PARTIES IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS SHALL BE 49 4864-5069-8851 v.9 BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. EACH BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN SECTION 11.11 HEREOF.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA NEW YORK AND THE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT LAWS OF THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) U.S. ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY NEW YORK STATE COURT OR FEDERAL COURT IN THE COURTS DISTRICT OF NEW YORK. BORROWER IRREVOCABLY (a) SUBMITS TO THE STATE NONEXCLUSIVE JURISDICTION OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (b) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 15.13 OF ------------- THIS AGREEMENT. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY ANY LOAN DOCUMENT PARTY AGAINST ANY AGENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY (a) SUBMITS TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (b) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.10. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATEJURISDICTIONS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK WITHOUT REGARD TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAWCONFLICT-OF-LAWS PROVISIONS THEREOF. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS EACH OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTSANY STATE COURT SITTING IN THE CITY OF NEW YORK AND OF ANY FEDERAL COURT SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT. EACH OF THE BORROWER, THE AGENT AND EACH LENDER PARTIES IRREVOCABLY WAIVES ANY OBJECTION(i) TRIAL BY JURY, INCLUDING (ii) TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING LAYING OF VENUE IN ANY ACTION SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND (iii) ANY CLAIM THAT ANY SUCH SUIT, ACTION, OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION, OR PROCEEDING SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES AND MAY BE ENFORCED BY SUIT UPON SUCH JUDGMENT IN ANY OTHER COURT TO WHOSE JURISDICTION IN RESPECT A PARTY IS OR MAY BE SUBJECT. (c) EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, PARTIES HERETO HEREBY CONSENTS TO THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND ALL PROCESS WHICH MAY BE MADE SERVED IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT BY MEANS OF PERSONAL DELIVERY OR COURIER SERVICE, ADDRESSED TO ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 14 ABOVE AND TO THE ATTENTION OF ANY SECRETARY, ASSISTANT SECRETARY, OR OTHER OFFICER, DIRECTOR, MANAGING AGENT, OR GENERAL AGENT OF SUCH PARTY, AND EACH OF THE PARTIES HERETO XXXXXX XXXXXX, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE UNDER THE LAW OF THE NEW YORK, ANY OTHER MEANS PERMITTED BY STATE OF THE LAWS UNITED STATES, OR ANY OTHER JURISDICTION TO SERVICE OF PROCESS IN SUCH STATEMANNER.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN BEXAR COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN BEXAR COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN BEXAR COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN SECTION 11.11 HEREOF.

Governing Law; Venue; Service of Process. (a) THIS ---------------------------------------- AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.01. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE AGENTS, THE ISSUING BANK OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. PROCEEDING BY THE BORROWERBORROWER AGAINST THE ADMINISTRATIVE AGENT, THE AGENT AND EACH ISSUING BANK OR ANY LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONSSHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATETEXAS.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN XXXXXX COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN XXXXXX COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN XXXXXX COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN SECTION 11.11 HEREOF.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA LOUISIANA AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN CADDO PARISH, LOUISIANA, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN CADDO PARISH, LOUISIANA. ANY LEGAL ACTION OR PROCEEDING AGAINST ANY OBLIGATED PARTY OR THE BORROWERS UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN CADDO PARISH, LOUISIANA. EACH OBLIGATED PARTY AND EACH BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE COURTS NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE OBLIGATED PARTIES AND THE BORROWERS AGREE THAT SERVICE OF PROCESS UPON THEM MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13.13. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE AGENT OR ANY BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW SHALL LIMIT THE RIGHT OF THE AGENT OR ANY BANK TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR ANY OBLIGATED PARTY OR WITH RESPECT TO ANY OF ITS PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, PROCEEDING BY ANY BORROWER OR OBLIGATED PARTY AGAINST THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF OR ANY SUMMONSBANK SHALL BE BROUGHT ONLY IN A COURT LOCATED IN CADDO PARISH, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATELOUISIANA.

Governing Law; Venue; Service of Process. Waiver of Jury Trial (a) THIS AGREEMENT AMENDMENT AND ANY DISPUTES, CLAIMS OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER SOUNDING IN CONTRACT OR TORT LAW) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, BY THE LAWS LAW OF THE STATE OF CALIFORNIA APPLICABLE MINNESOTA WITHOUT REGARD TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAWCONFLICT OF LAW PRINCIPLES. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS EACH OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, PURCHASER AND BY EXECUTION SELLER IRREVOCABLY AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTSUNCONDITIONALLY SUBMITS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. ANY MINNESOTA STATE COURT OR FEDERAL COURT OF THE BORROWERUNITED STATES OF AMERICA SITTING IN THE COUNTY OF HENNEPIN OR XXXXXX, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTIONAPPELLATE COURT FROM ANY THEREOF, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER SOUNDING IN SUCH JURISDICTION CONTRACT OR TORT LAW), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY LOAN DOCUMENT SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MINNESOTA STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER DOCUMENT RELATED THERETOJURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. (c) EACH OF PURCHASER AND SELLER HEREBY IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE ADDRESS SPECIFIED IN SECTION 13 OF THE AGREEMENT. (d) EACH OF PURCHASER AND SELLER HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AMENDMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE BORROWEREVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE AGENT MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.7(D). EACH LENDER PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATEITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. [The remainder of this page is intentionally left blank; signature page(s) follows.]

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT AND ANY CONTROVERSY, DISPUTE, CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY BREACH THEREOF, THE TRANSACTIONS CONTEMPLATED THEREBY, OR ANY OTHER DISPUTE BETWEEN OR AMONG LENDER AND ANY OF THE OBLIGATED PARTIES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. . THIS AGREEMENT HAS BEEN ENTERED INTO IN TARRANT COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN TARRANT COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LAWSUIT, ACTION, OR PROCEEDING THAT IS BROUGHT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTS, CONDUCT, OR OMISSIONS OF LENDER OR ANY OF ITS AGENTS, SUCCESSORS OR ASSIGNS OR OF ANY OF THE OBLIGATED PARTIES IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN TARRANT COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY (a) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (c) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS OF SUCH STATEADDRESS FOR NOTICES REFERENCED IN SECTION 10.11 HEREOF.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. GUARANTOR HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES REFERENCED IN SECTION 8.1 OF SUCH STATETHE LOAN AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE NEW YORK WITHOUT GIVING EFFECT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. THE PARTIES HEREBY AGREE THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN NEW YORK, NEW YORK. BORROWER HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY 56 Credit and Security Agreement / SUCH JURISDICTION IN RESPECT OF COURT, AND (C) FURTHER WAIVES ANY LOAN DOCUMENT CLAIM THAT IT MAY NOW OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF HEREAFTER HAVE THAT ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATECOURT IS AN INCONVENIENT FORUM.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT ---------------------------------------- SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE TO AGREEMENTS MADE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND TO IT SHALL BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN PERFORMABLE FOR ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) PURPOSES IN DALLAS COUNTY, TEXAS. ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.01. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN SUCH JURISDICTION COURTS IN RESPECT OF OTHER JURISDICTIONS. ANY LOAN DOCUMENT ACTION OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED PROCEEDING BY THE LAWS OF SUCH STATEBORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

Governing Law; Venue; Service of Process. THIS GUARANTY AGREEMENT AND ANY CONTROVERSY, DISPUTE, CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, THE OTHER LOAN DOCUMENTS, ANY BREACH THEREOF, THE TRANSACTIONS CONTEMPLATED THEREBY, OR ANY OTHER DISPUTE BETWEEN OR AMONG THE PARTIES HERETO (aWHETHER IN CONTRACT, TORT OR OTHERWISE) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND INTERPRETED PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS GUARANTY AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. LENDER AND GUARANTOR HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENT MAY DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTS, CONDUCT, OR OMISSIONS OF LENDER OR ANY OF ITS AGENTS, SUCCESSORS OR ASSIGNS IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. GUARANTOR HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING (B) WAIVE[S] ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES REFERENCED IN SECTION 12 OF SUCH STATETHE LOAN AGREEMENT.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BYThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, AND CONSTRUED without giving effect to the principles of conflicts of law thereof. EACH PARTY HERETO CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT LOCATED WITHIN THE COUNTY OF NEW CASTLE IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE DELAWARE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED IRREVOCABLY AGREES THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION ACTIONS OR PROCEEDING WITH RESPECT PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT LITIGATED ONLY IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND COURTS. EACH LENDER CONSENTS, PARTY HERETO ACCEPTS FOR ITSELF AND IN RESPECT OF CONNECTION WITH ITS PROPERTYRESPECTIVE PROPERTIES, TO GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT SUCH COURTS AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS DEFENSE OF FORUM NON CONVENIENS, WHICH IT MAY NOW AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR HEREAFTER HAVE THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE BRINGING SERVICE OF PROCESS OUT OF ANY OF SUCH COURT IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, SUCH JURISDICTION SERVICE TO BECOME EFFECTIVE FIFTEEN (15) CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN RESPECT ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER PARTY HERETO TO SERVE ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWERSUCH LEGAL PROCESS, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY NOTICES AND DOCUMENTS IN ANY OTHER MEANS MANNER PERMITTED BY THE LAWS OF SUCH STATEAPPLICABLE LAW.

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN HARRXX XXXNTY, TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN HARRXX XXXNTY, TEXAS. SUBJECT TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) SECTION 14.20, ANY LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH RESPECT TO THIS AGREEMENT OR ANY OTHER OF THE LOAN DOCUMENT DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN HARRXX XXXNTY, TEXAS. THE COURTS BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOURTS, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT OF COURT OR THAT ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETOSUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL BORROWER AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAWS OF SUCH STATE.CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN

Governing Law; Venue; Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATETEXAS; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) . THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IS PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. THE PARTIES HEREBY AGREE THAT ANY LEGAL ACTION LAWSUIT, ACTION, OR PROCEEDING WITH RESPECT THAT IS BROUGHT (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT ANY OF THE LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT OF ANY OTHER OF THE LOAN DOCUMENT MAY DOCUMENTS SHALL BE BROUGHT IN THE COURTS A STATE OR FEDERAL COURT OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES FOR SUCH STATECOMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS. EACH GUARANTOR HEREBY IRREVOCABLY AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THOSE SUCH COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY (B) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT HE MAY NOW OR HEREAFTER HAVE AS TO THE BRINGING VENUE OF ANY ACTION SUCH LAWSUIT, ACTION, OR PROCEEDING BROUGHT IN ANY SUCH JURISDICTION IN RESPECT COURT, AND (C) FURTHER WAIVES ANY CLAIM THAT HE MAY NOW OR HEREAFTER HAVE THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. EACH OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL PARTIES HERETO AGREE THAT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH PROCESS UPON IT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AT THE LAWS ADDRESS FOR NOTICES REFERENCED IN SECTION 21 OF SUCH STATETHIS GUARANTY AGREEMENT.